When elected to the USU Board, Directors formally agree
to abide by a code of conduct, which along with the Constitution, has ensured
the good governance of our Union since 1874.
Due to recent actions taken by USU Board Director Tom
Raue, there is a Censure Motion on notice for resolution by the USU Board. This
will take place on Friday, 31 August 2012 between 11am-1pm during the August
Board Meeting at the Holme Sutherland Room, Holme Building.
This is an open meeting for Access members only. Members
will be given the opportunity to voice their concerns regarding the Motion
during Open Question Time.
Outcomes of the Board Meeting and confirmation on the Censure
Motion will be posted here directly after the meeting.
The following Q&A will provide you with more
information on the Censure Motion prior to Friday’s meeting.
1. What is a ‘Censure Motion’?
A Censure Motion is a process where the USU Board issues
a formal reprimand to the Director in question for their actions.
Section 3.1.3 in the USU Regulations states “Failure to adhere to the Constitution, Regulations and/or
Duty Statements may be acknowledged by a motion, carried, censuring the
Director in question.”
2. Why has this motion been put on notice?
It has been recommended that Board Director Tom Raue be censured by special
resolution for breaching a number of clauses outlined in the USU’s
Constitution, Regulations and Directors’ Duty Statements.
It has been noted that on several occasions between July
and August 2012, Tom Raue has been seen to contravene his fiduciary duty to the
Board of Directors by unofficially commenting on matters pertaining to the
Board of Directors by way of Board resolutions and/or Board policy in Public
Forums. The following breaches have been found in particular:
Constitution:
7.1.c. All Directors shall be charged with the duty of
promoting the interests and furthering the development of the union
8.2.a.i. The President shall act as representative of the
Union on the Board’s behalf and defend the decisions and policies of the Board
Regulations:
3.1.1. All Board Directors shall act in accordance with
the Duty Statements for Board Directors
Duty Statements:
1.a. Directors shall comply with their roles and
responsibilities as prescribed by the law and as outlined in the Institute of
Company Directors Publication “Duties and
Responsibilities of Company Directors” viz:
i) Fiduciary duty to the USU and its members
ii) Duty of care and diligence
1.c. Directors shall:
i) show respect and courtesy for other members of the Board, members of the USU
and staff
ii) not allow personal preferences or differences to
impede their work as Directors
1.f. Directors shall:
i) accurately and without distortion represent Board policy on any issue
3. Will Tom Raue be given a right of reply to the Censure
Motion?
Yes. Tom Raue will have the opportunity to address the breaches outlined above
at the August Board Meeting on Friday 31 August, 2012.
4. What can a Censure Motion lead to?
A Censure Motion, if passed, formally acknowledges that
particular actions by individual Board
Director(s) are in breach of their Directors’ Duties to
the USU Board and is recorded in their official USU record.
In the case of further failure by a Board Director to adhere to the Duty
Statements, the Board may resort to the following clause in our Regulations:
a) By Special Resolution only,
that the Director in question is guilty of misconduct and shall cease to hold office. This shall apply in the
case of a serious breach to the Constitution, Regulations and/or Duty
Statements, such as a breach of fiduciary duty, abuse of corporate opportunity,
disclosure of in camera [confidential] proceedings, or systemic failure to attend
meetings.
5. How many Censure Motions are needed to pass for a Board
Director to be removed from the USU Board?
The Constitution does not state a number of Censure Motions needed to remove a
Board Director from the USU Board. This is a decision that the Board can make at
any time through special resolution (a two-thirds majority ruling of those
Directors present and voting).
If Tom Raue is censured on Friday, this will not necessarily result in his removal
from the Board. However, if future actions by Tom, or any Director, are found
to be in breach of our Constitution and Regulations, it could result in such an
action being taken.
More Information will be posted here on Friday confirming
the outcomes of the meeting.